What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-02-10 compared with 2021-02-11 · 23 added, 88 removed, 27 unchanged (80% of the section changed)

5 unchanged sentences

Under our dividend policy for our common stock, we expect to pay our common stockholders an annualized dividend of $1.00 per share of common stock, equal to a quarterly dividend of $0.25 per share of common stock.

In February 2022, the Board of Directors approved an increase in the anticipated common stock dividend to an annual rate of $1.30 per common share ($0.325 per common share on a quarterly basis), anticipated to commence for the first quarter 2022 dividend anticipated to be paid in May 2022.

The declaration and payment of any dividends to holders of our common stock are subject to the discretion of our Board of Directors, which may change our dividend policy at any time or from time to time, and the terms of our certificate of incorporation.

There can be no assurance that dividends will be made as intended or at all or that any particular dividend policy will be maintained.

Stock Performance Graph

The following graph depicts the total return to holders of our common stock from the closing price on December 30, 2016, the last trading day of our 2016 fiscal year, through December 31, 2021, the last trading day of our 2021 fiscal year,

relative to the performance of the S&P 500 Index and the Dow Jones U.S.

Asset Managers Index.

The graph assumes $100 invested on December 30, 2016 and dividends received reinvested in the security or index.

The performance graph is not intended to be indicative of future performance.

The performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act.

Issuer Purchases of Equity Securities

We did not repurchase any shares of our common stock during the three months ended December 31, 2020.

The following table sets forth repurchases of our common stock during the three months ended December 31, 2021 for the periods indicated:

Period (a) Total number of shares

purchased (b) Average price paid per share (c) Total number of shares purchased as part of publicly announced plans or programs (d) Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs

(Dollars in millions, except unit and per unit data)

October 1, 2021 to October 31, 2021 (1) — $ — — $ 115.5

November 1, 2021 to November 30, 2021 (1)(2) 548,694 $ 57.83 548,694 $ 83.7

December 1, 2021 to December 31, 2021 (1)(2) 857,079 $ 53.19 857,079 $ 38.2

Total 1,405,773 1,405,773

(1) In December 2018, our Board of Directors authorized the repurchase of up to $200 million of common stock and/or Carlyle Holdings units.

In January 2020 our Board of Directors re-authorized the repurchase program with regard to our common stock.

In February 2021, our Board of Directors replenished the repurchase program to its limit of $200 million of common stock in aggregate.

This program authorizes the repurchase of shares of common stock from time to time in open market transactions, in privately negotiated transactions or otherwise.

Under the repurchase program, shares of common stock may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise.

In January 2020 our Board of Directors re-authorized the repurchase program with regard to our common stock, and in February 2021, our Board of Directors replenished the repurchase program to its limit of $200 million of common stock in aggregate.

The timing and actual number of shares of common stock repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions.

The share repurchase program may be suspended or discontinued at any time and does not have a specified expiration date.

In October 2021, the Board of Directors of the Company authorized the repurchase of up to $400 million of common stock, which replaced the authorization provided in February 2021 effective January 1, 2022, and is not reflected in the table above.

(2) All of the shares of common stock purchased during this period were purchased in open market and brokered transactions and were subsequently retired.

Sales of Unregistered Securities

1 unchanged sentence

Pursuant to the amended agreement, we agreed, among other things, to issue additional shares of common stock on each of February 1, 2018, 2019 and 2020, with a value of $10.0 million per year to an affiliate of NGP Management.

For each year thereafter, we agreed to issue additional shares of common stock on February 1 in an amount based on total distributions received by the Company from NGP Management, in any case not to exceed $10.0 million per year.

For each year thereafter, we agreed to issue additional

shares of common stock on February 1 in an amount based on total distributions received by the Company from NGP Management, in any case not to exceed $10.0 million per year.

In order to effectuate the amended NGP agreement, we entered into agreements with an affiliate of NGP Management on each of the dates below to deliver such shares as follows:

6 unchanged sentences

February 1, 2021 — — — 116,559 87,419 87,418 —

February 1, 2022 — — — — 75,290 56,467 56,467

Such securities have been offered and sold in reliance on the exemption contained in Section 4(a)(2) of the Securities Act as a transaction by the issuer not involving a public offering.

2 unchanged sentences

As permitted by our policies and procedures governing transactions in our securities by our directors, executive officers and other employees, from time to time some of these persons may establish plans or arrangements complying with Rule 10b5-1 under the Exchange Act, and similar plans and arrangements relating to our common stock.

Our policy generally provides for a default election by employees to sell shares to cover taxes due upon the vesting of restricted stock units unless

the employee elects to pay cash in respect of the taxes due upon vesting during the open trading window in the quarter prior to the vesting date.

SELECTED FINANCIAL DATA

The following selected consolidated financial data presents selected data on the financial condition and results of operations of The Carlyle Group Inc.

This financial data should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and related notes included in this Annual Report on Form 10-K.

On January 1, 2020, The Carlyle Group L.P.

(the “Partnership”) completed its its conversion from a Delaware limited partnership to a Delaware corporation, The Carlyle Group Inc.

Information reported for periods prior to the Conversion on January 1, 2020 reflect the results of the Partnership.

References to The Carlyle Group Inc., our common stock and our dividends in periods prior to the Conversion refer to The Carlyle Group L.P., its common units and distributions.

For periods subsequent to the Conversion, Net income (loss) attributable to Carlyle Holdings, refers to Net income (loss) of The Carlyle Group Inc.

and its consolidated subsidiaries, net of non-controlling interests in consolidated entities.

We derived the following selected consolidated financial data of The Carlyle Group Inc.

as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019, and 2018 from the audited consolidated financial statements included in this Annual Report on Form 10-K.

The selected consolidated financial data as of December 31, 2018, 2017 and 2016 and for the years ended December 31, 2017 and 2016 were derived from the audited consolidated financial statements of The Carlyle Group Inc.

which are not included in this Annual Report on Form 10-K.

Historical results are not necessarily indicative of results for any future period.

Year Ended December 31,

2020 2019 2018 2017 2016

(Dollars in millions, except per unit data)

Statement of Operations Data

Revenues (1)(2)

Fund management fees $ 1,486.0 $ 1,476.2 $ 1,272.0 $ 1,026.9 $ 1,076.1

Incentive fees 37.0 35.9 30.2 35.3 36.4

Investment income, including performance allocations 1,095.2 1,568.4 809.2 2,290.6 875.9

Interest and other income and revenues 316.4 296.5 315.8 323.4 285.9

Total Revenues 2,934.6 3,377.0 2,427.2 3,676.2 2,274.3

Total Expenses 2,333.3 2,119.7 2,071.5 2,632.3 2,242.1

Other Income (Expense) (21.3) (23.9) 4.5 88.4 13.1

Income before provision for income taxes 580.0 1,233.4 360.2 1,132.3 45.3

Provision for income taxes 197.2 49.0 31.3 124.9 30.0

Net income 382.8 1,184.4 328.9 1,007.4 15.3

Net income attributable to non-controlling interests in consolidated entities 34.6 36.6 33.9 72.5 41.0

Net income (loss) attributable to Carlyle Holdings 348.2 1,147.8 295.0 934.9 (25.7)

Net income (loss) attributable to non-controlling interests in Carlyle Holdings — 766.9 178.5 690.8 (32.1)

Net income (loss) attributable to The Carlyle Group Inc.

$ 348.2 $ 380.9 $ 116.5 $ 244.1 $ 6.4

Net income attributable to Series A Preferred Shareholders — 19.1 23.6 6.0 —

Series A Preferred Shares redemption premium — 16.5 — — —

Net income (loss) attributable to The Carlyle Group Inc.

Common Stockholders $ 348.2 $ 345.3 $ 92.9 $ 238.1 $ 6.4

Net income (loss) attributable to The Carlyle Group Inc.

per common share:

Basic $ 0.99 $ 3.05 $ 0.89 $ 2.58 $ 0.08

Diluted $ 0.97 $ 2.82 $ 0.82 $ 2.38 $ (0.08)

Dividends declared per common share $ 1.00 $ 1.36 $ 1.24 $ 1.24 $ 1.68

As of December 31,

2020 2019 2018 2017 2016

(Dollars in millions)

Balance Sheet Data

Cash and cash equivalents $ 987.6 $ 793.4 $ 629.6 $ 1,000.1 $ 670.9

Corporate treasury investments $ — $ — $ 51.7 $ 376.3 $ 190.2

Investments and accrued performance allocations $ 7,380.9 $ 6,804.4 $ 5,697.5 $ 5,294.9 $ 3,588.1

Investments of Consolidated Funds (3)

$ 6,056.9 $ 5,007.3 $ 5,286.6 $ 4,534.3 $ 3,893.7

Total assets (4)

$ 15,644.8 $ 13,808.8 $ 12,914.2 $ 12,280.6 $ 9,973.0

Debt obligations $ 1,970.9 $ 1,976.3 $ 1,550.4 $ 1,573.6 $ 1,265.2

Loans payable of Consolidated Funds $ 5,563.0 $ 4,706.7 $ 4,840.1 $ 4,303.8 $ 3,866.3

Total liabilities (4)

$ 12,714.6 $ 10,839.2 $ 10,077.9 $ 9,331.6 $ 8,519.0

Non-controlling interests in consolidated entities $ 241.0 $ 333.5 $ 324.2 $ 404.7 $ 277.8

Series A Preferred Units $ — $ — $ 387.5 $ 387.5 $ —

Total equity $ 2,930.2 $ 2,969.6 $ 2,836.3 $ 2,949.0 $ 1,454.0

(1) On January 1, 2018, The Carlyle Group Inc.

adopted ASU 2014-9, Revenue from Contracts with Customers (Topic 606) , and related amendments, which provide comprehensive guidance for recognizing revenue from contracts with customers.

Consistent with the adoption of ASU 2014-9 on a modified retrospective basis, revenue presented for periods prior to 2018 have not been adjusted to reflect the new revenue recognition guidance.

(2) Upon adoption of ASU 2014-9, performance allocations that represent a performance-based capital allocation from fund limited partners to The Carlyle Group Inc.

(commonly known as “carried interest”) are accounted for as earnings from financial assets within the scope of ASC 323, Investments - Equity Method and Joint Ventures , and therefore are not in the scope of ASU 2014-9.

The Carlyle Group Inc.

applied this change in accounting principle on a full retrospective basis, which resulted in a reclassification of amounts previously reported as performance fees to performance allocations within investment income (loss) in the statement of operations.

Amounts previously reported as performance fees that do not meet the definition of performance-based capital allocations are in the scope of ASU 2014-9 and are included in incentive fees in the statement of operations.

Revenue for all periods presented reflect this reclassification.

(3) The entities comprising our Consolidated Funds are not the same entities for all periods presented.

On January 1, 2016, The Carlyle Group Inc.

adopted ASU 2015-2, Consolidation (Topic 810):

Amendments to the Consolidation Analysis , which provides a revised consolidation model to use in evaluating whether to consolidate certain types of legal entities.

As a result, The Carlyle Group Inc.

deconsolidated a majority of its consolidated funds on January 1, 2016.

The consolidation or deconsolidation of funds generally has the effect of grossing up or down, respectively, reported assets, liabilities, and cash flows, and has no effect on net income attributable to The Carlyle Group Inc.

(4) On January 1, 2019, The Carlyle Group Inc.

adopted ASU 2016-2, Leases (Topic 842) , and related amendments, which requires lessees to recognize virtually all of their leases on the balance sheet by recording right-of-use assets and lease liabilities.

Consistent with the adoption of ASU 2016-2 on a modified retrospective basis, total assets and total liabilities presented for periods prior to 2019 have not been adjusted to reflect the new lease recognition guidance.

Our policy generally provides for a default election by employees to sell shares to cover taxes due upon the vesting of restricted stock units unless the employee elects to pay cash in respect of the taxes due upon vesting during the open trading window in the quarter prior to the vesting date.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity